Three's Company
by AsreonInfusion
Summary: Cloud should have known admitting anything to Zack was a bad idea. But now Zack knows about Cloud's desire for Angeal, and he isn't about to let Cloud get away without doing something about it. Except Cloud's not the only one crushing on the First Class SOLDIER. Angeal/Zack/Cloud, PWP yaoi fic, in which Zack and Cloud both lose their virginity to Angeal. At the same time.


On Tumblr, there is a blog that I follow where people can anonymously post dirty confessions about Final Fantasy characters. A lot of these feature very splendid scenarios that the anon would like to imagine the characters in. I don't think you're meant to use them as writing prompts... but they have such good ideas, I couldn't help it.

So, this is for the anon who said they wanted to see Angeal take both Zack and Cloud's virginity.

I like the way your mind works, friend.

* * *

"What?" Cloud spluttered. "No way!"

Zack laughed, seemingly used to getting that sort of reaction.

"But you're..." Cloud gestured vaguely at all of Zack. "You're always flirting with everyone, and you have all those dates, and you're stupidly attractive, anyone would have sex with you. How can you possibly still be a virgin?"

"Aww. Stupidly attractive, huh, Spike?"

Cloud flushed and elbowed Zack. "You know what I mean."

"Yeah, yeah," Zack laughed, and then shrugged. "Being in SOLDIER is pretty hectic. I just haven't had the time. Even when I've dated someone, we always break it off before we get to that stage, 'cause I just don't have the time to spend with them, y'know? I'm a pretty shitty boyfriend."

"You can't be _that_ busy," Cloud said, frowning. "You seem to be round my place every other night with video games and take out anyway. And at Angeal's the nights in between."

"Shh, Cloud. Not the point. What I'm _saying_ is, you don't have to feel bad about being a virgin at whatever arbitrary age you're at now-"

"Nineteen," Cloud clarified.

"Nineteen," Zack agreed, "'cause there's nothing wrong with not having had sex. There's nothing wrong with having had sex either. You do what's comfortable for you, it's not anyone else's business. What's brought this on anyway? Have some assholes been giving you stick for it?"

"No, no, it's fine."

Zack raised an eyebrow. He believed Cloud on that front, but clearly something had spurred the topic of conversation, given the way Cloud was blushing.

"I, uh. Kind of wanted to... I don't know. Not be any more."

Now Zack was just grinning. It was hard not to; Cloud was fighting to keep a straight face, even as he stumbled over his words and blushed, and it was all kinds of adorable.

"Ohhhh. I see. And you wanted some advice, huh?" Zack chuckled. "Well, I've not put any of it into practice, but I know some stuff. Was this a general you don't want to be a virgin anymore, or do you have someone in particular you wanna get dirty with?"

Zack wriggled his eyebrows suggestively at Cloud, and Cloud hid his face behind his hand. "Zaaaack, stop."

Zack would not be so easily dissuaded. "There is someone, isn't there? There totally is! C'mon, you gotta tell me. Best friend perks!"

Cloud groaned and continued to hide his bright red face.

"I'll be wingman for you." Zack nudged Cloud with his elbow. "And you know I won't judge. I mean, unless it's like, Heidigger or someone. Please don't fuck Heidigger. That would be weird."

Cloud's groans of embarrassment turned to laughter. " _Fine_ , you dumbass. It's... oh, Gaia. It's Angeal, okay?"

Zack paused for a moment, considering this. Considering what it would look like, his two closest friends naked and in bed together. He ignored the small pang of jealousy in his chest, and let out a low whistle. " _Nice_."

Cloud snorted. "Glad you approve."

Zack stood abruptly, startling Cloud. He did one enthusiastic squat, then straightened up and grinned widely. Far too widely. "Alright! Let's go then!"

"...What? Where?"

"Angeal's place, duh."

"Wha- Zack! I didn't mean, like, _right this second_."

Zack took Cloud's wrist and hauled him to his feet. "Nope. No excuses now, chocobohead. We're going to see Angeal, and you're not leaving without at least a date. You could go to that cafe you guys always like. Or that restaurant below the plate with the fucking insane burgers, I know you've been there with Angeal before. Or go to the botanical show again together, even if you are both kinda weird for finding a bunch of plants so interesting."

Zack paused and frowned. "Wait. Are you sure you guys _haven't_ been dating all this time?"

"I, uh." Cloud was bright red again, resigned to being dragged along behind Zack as he briskly made his way across the SOLDIER floor. "I didn't think we were dating or anything, but then the other day he kissed me. A proper kiss Tongue and everything. And ever since, I just... I can't stop thinking about him like that."

"Aww!" Zack cooed. "I mean, I am feeling seriously left out of the loop here - Angeal had his tongue in your mouth and you didn't even mention it to your best bud? - but still, aww."

"I thought it would be weird. You used to have a crush on him..."

"Yeah, back when he was my mentor. He never let anything happen though. Thought the student-teacher thing would be kinda skeevy."

"Sure, but he hasn't been your mentor for years now. You're both Firsts, and equals."

"So?"

"I just didn't want to get in the way if there was something between you guys."

That little pang in his chest was back again. Zack laughed it off. "No way! After all, I'm not the one who's been smooching him."

"I just thought-"

"Hey, Cloud. Who's the one who wants to have sex with Angeal here?"

They were interrupted by a soft rumble. "Who wants to have sex with me?"

Zack beamed. "Hi, Angeal! Who doesn't?"

Cloud's face was utterly scarlet. He muttered something under his breath; it sounded a lot like, 'oh my god I hate you'.

Angeal only looked amused, very familiar with the sight of an overenthusiastic Zack accompanied by a horribly embarrassed Cloud. "Maybe you two should come inside if we're going to be discussing things like that."

Angeal directed them to the sofa, offering them drinks which they both both declined. "So, what's all this about?"

"Cloud wants you take his virginity," Zack explained brightly.

"Zack is an absolute moron," Cloud said at the exact same time.

"Aww, Cloud," Zack said, pouting.

"You _are_. If you would just shut up and listen for a moment. Look, that time that we kissed-" Cloud glanced at Angeal, making sure it was alright for him to discuss what had happened between them. He felt like he was being terribly rude, barging into the SOLDIER's apartment and then continuing a conversation the SOLDIER in question wasn't even part of.

Angeal nodded, though he had one eyebrow raised in bemusement. Allowing Cloud to speak would be the only way to get any sense out of them when Zack was in a mood like that.

"When we kissed, it was because we had been talking about _you_. Angeal likes you, Zack, not me. The kiss was only because we were talking about it, and the atmosphere got kind of... heated, I guess, and I was there instead and it just happened."

"Wait. What? But you said-"

Cloud squirmed in his seat. "I know. The kiss turned me on, and I can't stop thinking about it. But I was going to subtly ask if the attraction was reciprocated, not barge in and demand that Angeal fuck me!"

Angeal was silently laughing, shoulders shaking. "I apologise, Cloud. I did attempt to teach Zack the value of gathering all available intelligence before acting rashly, but those lessons never did quite sink in."

"Hey, I thought that was just a mission thing."

"Works equally well in everyday relationships too, puppy."

"He does it on purpose," Cloud said, deadpan.

Zack's grin turned knowing. "How else would I have got you to admit to wanting Angeal in front of him? Now you guys can go get it on, and everyone's happy."

"You know, I'm pretty sure your very existence constitutes a cruel and unusual punishment. I must have been a terrible person in a past life to deserve you."

Zack fell about laughing. "I love you too, Cloudy."

Cloud sighed and turned to Angeal. "I'm really sorry," he said.

"For what?" Angeal asked. He didn't sound annoyed at all; amused, still, and reassuring. Open.

"It's just awkward. Having someone attracted to you when you're not attracted to them."

Angeal moved in closer, until he was just in front of Cloud's position on the sofa. "Who said I wasn't attracted to you?"

Cloud blinked for a few moments, brow furrowed in confusion. "But you said... you were attracted to Zack?"

"Is it not possible to be attracted to both of you?"

Cloud went very quiet. "Oh."

Angeal chuckled. He leaned in and brushed his lips against's Cloud, and Cloud melted. He quickly started kissing back with a fervour that belied his embarrassment at the whole situation. His hands made their way up to Angeal's shoulders, clutching as if he never wanted to let go.

Even when they parted for air, all it took was one look at each other and their lips would crash together again, inexorable. There was definitely tongue involved.

"Ooookay," Zack said. "Shall I just give you two some privacy then?"

They both too caught up in the moment to respond.

"Were you really serious?" Angeal murmured. "About wanting to do this?"

Cloud shook his head. "I want to, but I've, um, never actually done this before. I mean, I know the basics, obviously, but I... don't want it to be bad for you because I don't know what the hell I'm doing."

"You're nervous," Angeal interpreted, entirely correctly. He leaned in, just the hint of a smile playing at his lips. "How about if I fuck Zack first, so you can see how it's done?"

Cloud forgot how to speak. He blinked at Angeal, bewildered and turned on at the same time. A glance over to Zack revealed he was wearing a very similar expression, actually speechless for once in his life.

Zack breathed out in a heavy rush. "Wow. Okay. Uh. Are you serious?"

Angeal chuckled. "If you want."

"Uhh. Yeah. Yeah, I am so down for that. Although it's not like I've ever done this before either, but hey, I've seen enough porn to get the idea so it should all be fine, and you've always been fucking awesome at the mentoring thing anyway so, like, teach me your sexy ways and shit I'm rambling, aren't I?"

Cloud finally made a sound, and it was to laugh.

"Cloud?" Angeal prompted.

"I can watch you two have sex? And then you fuck me after?"

"Yes."

Cloud's breath caught. " _Yes_. Please."

It was not exactly where he had anticipated his night off going, but he was not about to complain. Especially not when Angeal leaned in and gave him one of those kisses again.

"Bedroom," Angeal said, his voice low and rough.

Both of them were happy to oblige.

Angeal shut the bedroom door behind them, then turned his attentions to Zack. Their first kiss was brief and hesitant; Angeal not wanting to rush things if Zack was still unsure, and Zack in a state of disbelief that this was actually happening.

Zack rested his forehead against Angeal's. They both looked at each other, lips parted with words that neither of them could quite figure out how to express. It was awkward, but tender, somehow. Angeal laughed under his breath, and then they were kissing again.

This time the hesitance was gone.

Angeal's hands were on Zack's hips, gradually guiding him to lay back on the bed. Zack went entirely willingly. His fingers tangled into Angeal's hair, holding him close with an edge of desperation, like Angeal would vanish again if he let go.

Zack had said he was over his crush on Angeal. He was so fucking not.

Cloud settled onto the bed beside them. He didn't even feel left out just watching, utterly entranced by the sexual sight the two other SOLDIERs made.

Their kisses were deep and passionate, almost bruising. Zack's lips occasionally strayed to brush along the stubble of Angeal's jawline, or Angeal would duck his head to leave a mark against Zack's throat, but they always returned to each other.

Angeal's hands worked their way beneath Zack's top, caressing Zack's sides and stomach and chest as he inched the SOLDIER knit top up. They broke their kisses just long enough for Zack to get the top off. Angeal removed his own in one quick, careless movement at the same time.

Cloud's breath caught a little. He was just- damn. Cloud had seen Zack shirtless on a pretty regular basis, and yeah, he was fucking gorgeous. Zack was everything Cloud hoped to be by the time he made First.

But Angeal. Fuck. There was no way Cloud could ever come close to Angeal, he just didn't have the genetics for it. Angeal might have been considered bulky, but that bulk was pure muscle.

Zack and Cloud had similar builds; all lean muscle and functional strength, though Zack had the broad shoulders to go with it. Either way, Angeal eclipsed both of them. He held himself above Zack, covering him completely with his larger frame. Zack arched beneath him, moaning, as their simmering make-out session turned almost feverish with want.

Their trousers and underwear came off, almost tearing at each other in their haste.

"Oh, _yeah_ ," Zack said, somewhere between a hiss and a moan. His cock was completely erect - how could it not be, when Angeal was all over him like that - and pressed between his own stomach and Angeal's hip. Even just that much friction was a blessed relief.

"Cloud," Angeal began. It took Cloud far too long to realise he was being addressed, but who could blame him? There were two gorgeous SOLDIERs naked and practically rutting in front of him. He was a little distracted.

"Uhn. Huh?"

Angeal chuckled lowly. "Top drawer of the bedside table. There's lube and condoms."

"Oh. Oh, yeah. Of course."

Cloud scrabbled to fetch the required items, not wanting to keep the two of them waiting. His eyes went wide when he saw the condoms - he hadn't even thought they made a size with that many X's before the L - but he passed them over without hesitating.

Angeal sat back on his knees, finally breaking the full-body contact he'd been sharing with Zack. It also allowed the two younger men their first good look at the size of Angeal's cock.

"Shit," Zack said, his eyes drawn to Angeal's erection like a moth to a flame. His mouth had gone dry, and he licked his lips without thinking about it.

Angeal gave him a lopsided smile. He was used to... a variety of reactions when people saw him fully erect for the first time. "Good shit or bad shit?"

"Good shit. Awesome shit. Fuck." Zack groaned. "You're gonna wreck us, Angeal."

"Good. I intend to."

Zack's cock bucked at that statement, a shiver of lust running through him as he gave another groan at the thought. Cloud agreed entirely with the sentiment.

Angeal nudged Zack's thigh with his knee. "Spread your legs for me. We need to get you ready first."

"No kidding," Zack said with a breathy laugh. He did exactly as suggested though, allowing Angeal to settle between his legs. He propped himself up on his elbows to watch as Angeal pooled a little of the lube out into his hand.

Angeal took his sweet damn time prepping Zack. The first finger was blissful torture; Zack's head fell back with a heartfelt groan when the second was added.

"Angeeeal, c'mon," Zack whined, his hips jerking in a plea for more.

Angeal would not be hurried. He took it slowly, gradually finger-fucking Zack until he loosened up enough to take a third.

"Okay, okay, okay," Zack babbled. "I know how this works. It's one two three dick, right? So if you wanna get up to the dick stage any time now..."

Angeal's fingers brushed across Zack's prostate, causing Zack to arch up again.

"Relax, Zack," he chuckled.

Angeal didn't stop. He knew from experience that it was better to make sure his partners were well-prepared; doubly so if he was taking a virgin for the first time. Angeal's patience never faltered, though. He had four fingers in Zack's ass and his other hand stroking Zack's cock before he was satisfied Zack was ready.

He leaned down to press a kiss to Zack's shoulder. Zack was not content with just that, and pulled Angeal back down for a proper kiss.

"Are you finally gonna do me?" he panted.

"If you think you can handle it."

Zack's eyes narrowed at the challenge. He wrapped his legs around Angeal's waist, rolling them over so their positions were switched. Angeal was laid out on his back with Zack straddling him. Angeal's thick cock was nestled against the curve of Zack's ass, and Zack ground back against it.

Angeal groaned under his breath. He passed a condom to Zack. "Do you want the honour?"

Zack laughed. He shuffled back so he was straddling Angeal's thighs instead, giving him access to Angeal's erection. If Angeal got to be a horrible tease, Zack could be as well. He took Angeal's cock in both hands and stroked, slowly and firmly. He wanted to see Angeal squirm.

It didn't take long before Angeal shivered beneath him. "Zack..." he said, voice low and a little breathless.

Zack smirked and rolled the condom on for him. He smeared Angeal's erection with more lube, and raised himself onto his knees to centre himself above the slick tip before he could lose his nerve.

"Shit," Zack murmured. He had just the head of Angeal's cock nudging against his entrance, and already he was doubting it would fit. It felt even bigger than it looked.

"You can take it," Angeal said.

Cloud wasn't sure that Zack could. Angeal was so damn huge... where was Zack going to put it all? Where was _he_ , when it was his turn?

Cloud bit his lip. He'd already unzipped his trousers, desperate to relieve some of the pressure on his aching erection, but now he kicked them off entirely, along with his underwear. He pulled his top of and tossed it carelessly aside as well - they'd have to sort out whose uniform was whose later, but at least Cloud's blue Third uniform was easy enough to distinguish from the two First uniforms crumpled on the floor.

His gaze turned back to Zack and Angeal, eyes glued to the incredible, sexual sight they made, absolutely getting off on watching them. Cloud hissed with pleasure as he touched himself.

"Ahh, fuck," Zack swore, a low, drawn-out groan as he started to sink down. He had just the very tip inside him, and even that felt like it was stretching him open obscenely.

"Ah... An _geal_ ," Zack panted. Every fraction of an inch he took in was torture, of the absolute best kind. "Fuck. I can't- ugh. You're gonna stretch me out so much... gods, Angeal. I'll never be able to fuck anyone else. No one's gonna... f-fuck, fill me up like this..."

Zack was fully seated on Angeal's erection, and near choking on his own gasping breaths.

Angeal sat up so he could wrap his arms around Zack, pressing their foreheads together. "Relax. You've got this."

"Ugh. Fuck yeah, I do."

They stayed together like that until Zack got his breathing under control. And then Zack moved.

It was incredible to watch. Cloud had a perfect view to see the way Zack's body stretched open to take Angeal's cock, the way Angeal slowly sank deep into his ass and then pulled out again.

Zack's face was flushed a brilliant red from both the pleasure and the effort of taking Angeal. His head was tipped back, eyes closed and brows furrowed. His mouth hung open, spewing a litany of curses.

"Nng, _yes._ Angeal... Angeal, _fuck_..."

Angeal laughed, but the sound was low and strained.

"Here," Angeal said roughly. "I want to take you like this."

He pushed Zack backwards and flipped him over, so Zack was on his knees and elbows. Angeal penetrated him again, and Zack plunged face-first into the mattress.

Zack moaned. He let out a shaky laugh, muffled by his position. "Oh, yeah. Do it. Fuck me."

Angeal fucked him. He arched over Zack, holding Zack's wrists down in front of him. Zack jerked his hips back, meeting Angeal's thrusts even as he writhed beneath him.

Cloud couldn't stand it anymore. He wanted that as well. He needed something inside him so bad. Just the thought made him moan with desire.

Angeal was obviously occupied at the moment, but... Cloud could get a headstart on prepping himself, at least. He scooped the lube up.

Zack was near screaming, and he was fucking loving it. Cloud had never seen him so undone, his eyes glazed over and body a trembling wreck. That splotchy red flush covered his neck and shoulders and chest now. His skin was slick with sweat, bangs all over the place.

And then Angeal, more in control, but not by much. The way his muscles clenched every time he thrust into Zack's ass, the way he clutched desperately to Zack's hand, as if that was the only thing keeping him grounded when the rest of his world was heat and tightness and so much pleasure.

It was the hottest thing Cloud had ever seen.

One of Angeal's hands reached beneath Zack, taking hold of his cock. He really didn't need to do much else. A few firm, harsh strokes, and Zack was coming.

He screamed Angeal's name, cock spurting out in Angeal's hand, dribbling come all over the bedsheets.

"Oh, shit, _Angeal_ ," Zack gasped, gradually coming down from his high. "Oh fuck."

Angeal slowly drew out of him, allowing Zack to collapse down onto the bed. He was still mumbling senseless words of satisfaction.

"Mm. Okay?"

" _So_ okay."

Angeal smiled. Zack was content for the time being; Angeal turned his smile on Cloud. "Do you want to?" Angeal asked.

Cloud couldn't even remember what he'd been nervous about in the first place. His mind was a haze of lust. He had three lubed fingers up his own ass, and Angeal was in front of him with a rock-hard erection, wearing nothing but a condom and a smile.

"Please," Cloud begged.

Angeal kissed Cloud and laid him down on the bed next to Zack. Zack gave Cloud a goofy smile, and Cloud turned his head to grin back. Zack took Cloud's hand and gave it a little squeeze.

"His dick is amazing," Zack informed Cloud, as if it was any kind of secret.

Cloud laughed, until Angeal drew him into a kiss.

Angeal's huge, bear-like hands parted Cloud's thighs, and Cloud spread himself willingly. Angeal's fingers rubbed over Cloud's slicked hole.

"You're such a good boy," Angeal murmured against Cloud's ear, "getting yourself ready for me."

A shiver of lust ran through Cloud. It turned into a full-bodied tremble when Angeal pressed a finger inside him.

Cloud had already watched Angeal do this to Zack once, but feeling it himself was something else. Every part of Angeal was huge, including his fingers. He gradually stretched Cloud open, his three fingers so much wider than Cloud's own had been. He was stroking inside Cloud, brushing over that spot inside him that made sparks of pleasure light up behind his eyes, but never tormenting him too much.

It felt so good, even just that much, but all Cloud could think was that what was coming after would be so much better.

Angeal didn't spend as much time prepping Cloud. Even his patience was being tested, after having fucked one delicious young SOLDIER and with a second practically begging for him. Cloud was acutely aware that Angeal still hadn't come yet.

Angeal took the condom off and replaced it with a clean one. Another slick of lube, and then Angeal's body was covering Cloud's.

"If you need to stop..." Angeal said seriously.

Cloud shook his head. "Do it. Please." The anticipation was killing him.

Angeal gave a heavy groan, and then he was pressing into Cloud.

Cloud arms flew around Angeal's shoulders, fingernails digging into Angeal's back. He locked his ankles around Angeal's waist.

"Aa- _ahh!"_ Cloud cried out shakily.

Oh, gods. Angeal was so big. He only had the head of his cock inside him so far, and already Cloud felt so damn full, like he would break if he took any more. It was incredible. He was struggling to draw breath, his whole body trembling at the feeling of Angeal's thick, hot cock splitting him open.

Cloud was definitely not a virgin anymore.

Angeal slowly, tortuously, sank into Cloud, until he was fully seated inside him. His hand ran up and down Cloud's heaving sides, trying to calm him.

"Relax," Angeal reminded Cloud.

His cock felt hot and heavy in Cloud's ass, and huge. So huge, and Cloud was stretched so wide to take it. Zack was right; Angeal was going to completely wreck him. The thought only turned Cloud on more.

Then Angeal moved, and Cloud completely lost his mind.

The pace was slow; slow and steady and so damned deep. Angeal knew just how to angle his thrusts, how to make his cock kiss Cloud's prostate every time he pressed into him. It felt like Angeal's cock was rubbing every single sensitive spot inside Cloud at once.

Cloud thought he might have cried out again, but he was too lost in the pleasure to know for sure. It was so good. It ached as well, but even that only added to the overwhelming sensation of it all.

Angeal kept his face close to Cloud's. He was murmuring encouragement against Cloud's ear, his stubble tickling Cloud's cheek. Sometimes their lips met, and Cloud kissed him messily. Angeal's cock was in his ass and his tongue in Cloud's mouth, ravaging him with both, and Cloud was pretty sure this was heaven.

"Please," Cloud groaned. "Oh, Gaia. I need to come. Angeal, fuck, I need it."

"I know," Angeal rumbled, low and desperate. "Touch yourself. Make yourself come, if you want it that bad."

Cloud's cock bucked helplessly at the command. He reached a hand down between them to grip his own erection, stroking himself roughly. Angeal kept fucking him, harder now. If there had been any air left into Cloud's body, he would have screamed.

His orgasm crashed over him, a desperate thing that was almost painful in how pleasurable it was. White-hot jolts of ecstasy lanced through Cloud's body, black spots dancing in his vision. He came, hard. He shot his load all over his own stomach, and Angeal's too.

Angeal groaned. He wasn't far behind Cloud, and the way that tight, gorgeous body was trembling around him was enough to push Angeal over the edge as well.

Cloud felt Angeal's cock buck inside him, the sensation adding to the delicious aftershocks. Angeal's handsome face was contorted with pleasure, and Cloud cupped it with one hand. He pressed small kisses against Angeal's cheekbone.

" _Damn_ ," Angeal said emphatically.

Cloud laughed lightly, only to groan again when Angeal pulled out of him.

"I don't think I can move," Cloud sighed, and this time it was Zack who laughed from beside him.

"You are so fucking gorgeous, do you know that?" Zack said.

Cloud blushed. Funny how that was the thing to embarrass him, after everything they'd just done.

Angeal drew Cloud back into another kiss, gentle this time, as they both cooled down.

"You are more than welcome to spend the night," Angeal said. There was something vulnerable beneath the offer. He wanted them to stay, but was leaving the choice up to them.

"Mm. Please."

Angeal smiled. He got up - his legs were shaking a little still - to dispose of the used condoms and find a washcloth to wipe both himself and Cloud down. And the bed too, otherwise Zack was probably going to end up sleeping in a wet patch.

The sight of them made his breath catch. Two incredibly gorgeous young men, naked and sprawled across his bed. Zack was holding Cloud's hand again, and they were laughing together, practically glowing in the aftermath of amazing sex.

He had just been both of their first times.

Angeal didn't normally put much stock in virginity - or losing it, as the case may be - being such a big deal, but... he had to admit, that was kind of hot.

"Come to bed, 'Geal," Zack said sleepily.

Angeal joined them, spooning behind Zack.

He wondered if the two would be up for another round in the morning.


End file.
